Advising the entrepreneurial client

“Working with ‘founders’ is fun,” says Buell, who has represented venture-backed companies over the past decade. “The business is their baby, their dream, their vision. It’s really exciting to help somebody achieve their business objectives and be there when the company gets acquired or goes public.

“For me, representing a company is the most diverse and exciting way to be a practicing lawyer,” she adds. “The client relationship is everything. So we talk a lot about the client in the class.”

Currently offered to JD students — and a co-requisite for those enrolled in the pilot Startup Ventures Clinic which she is currently co-directing— Buell’s curriculum covers such topics as entity selection for startups, considerations as to where to incorporate or organize, preferred stock terms, germane elements of securities and employment law, and intellectual property, to name a few. It will become part of the core curriculum of the Law and Entrepreneurship LLM program in the coming academic year; she offered it as an informal seminar to the program’s inaugural class last fall.

Buell joined the Duke Law faculty after serving as in-house corporate counsel for Revolution Money Inc., a high-profile startup payments company. She took it from its early round of preferred stock financing through its 2010 sale to American Express for approximately $300 million. She previously focused on intellectual property issues in-house at Computer Sciences Corp., in Austin, Texas.

Having started her career in 1997 at the height of the technology boom, Buell had a chance to work on “deal after deal after deal” as a corporate and tax associate at Hale and Dorr (now WilmerHale) in Boston. “It was like drinking from a fire hose,” she says of the workload. “The economy is different now — new graduates might not get the ‘baptism by fire’ that I had — and they need to come out of law school with a better-informed sense of how to add value to the process. My goal is to have my students be able to hit the ground running as a practicing first-year transactional lawyer.”

Working in-house with a startup is very different than working as a law firm associate, she points out. “It’s different when it’s a senior partner at a firm giving you a very precise legal question that you’re supposed to research and answer. In a startup, you’ll have a founder who starts spitting facts. You have a broader kind of advisory role and you fundamentally engage with people on a range of issues.” Listening carefully and distilling what clients are saying — discerning what they value and want to prioritize — are key to the counselor’s role that Buell says she loves.

“Counseling means to think through and work through what the client is trying to achieve or whatever roadblock they’ve encountered,” says Buell. “Creativity is absolutely essential for both entrepreneurial companies and for their lawyers to be able to know what the legal framework is and then say, ‘OK, how can we best achieve the client’s objectives?”

Grant Reid ’12 is enrolled both in Buell’s class and the Startup Ventures Clinic where he is counseling an enterprise launched by students at Duke’s Fuqua School of Business and Nicholas School of the Environment. “I am incredibly grateful that Professor Buell is here, offering this course and sharing her practical experience,” says Reid, who will spend his summer at Wilson Sonsini Goodrich & Rosati in Palo Alto. “She has said that her goal for the class and the clinic is to make us better practitioners on day one, and I feel comfortable that we’ll hit the ground running from the very beginning.”

Reid’s clinic partner, Kristen Wolff ’11 also speaks highly of the class. “Class assignments have required us to prepare an operating agreement for an LLC, draft a non-disclosure agreement, and put together a stock purchase agreement,” says Wolff. “Now, when our clinic client asks us to create corporate documents, we can say, ‘We can do that.’” Wolff, who will join the intellectual property law firm, Knobbe Martens Olson & Bear in San Diego as an associate patent attorney following her graduation, adds that, for her, Buell has become something of a role model.

“She has lived and breathed the life of an entrepreneurial lawyer. Her stories from the trenches are invaluable. And she has balanced family and career,” Wolff notes. “Additionally, entrepreneurship and entrepreneurial law are spaces where women are still not very well represented, so it is particularly motivating to hear about the successes Professor Buell has had as an entrepreneurial lawyer.”

Certain that savvy entrepreneurs will succeed in the current economy, Buell sees strong opportunities for young lawyers working with startups who can pair attention to detail, hard work and rigorous analysis with creative thinking and appreciation for innovation. She is gratified to be helping Duke prepare lawyers to succeed in an innovation economy.

“At a time when everyone — including the president — is emphasizing the importance of entrepreneurship for the long term success of the American economy, I see our LLM program and the clinic as very timely steps toward preparing lawyers who not only become counselors for the entrepreneurial client but are innovative in their own careers.”